Many Times Before
by InkyBlackRaven
Summary: Princess Twilight Sparkle is an alicorn, with many friends by her side. But soon she wonders if becoming an alicorn is going to rob her of the thing she holds most dear.


**Many Times Before**

The sun shone warm and bright upon the tops of the clouds. There were none above the city - the pegasi of Cloudsdale had made sure of that. Winged ponies of all ages began flitting to their seats in the coliseum, eagerly awaiting the show that was to come.

Princess Twilight Sparkle could not help but smile as she watched her friend prepare. She went through the same ritual before every show, tugging on first the left glove, then the right, her goggles hanging from her shoulder while she ran a sleeve over the Wonderbolts insignia over her chest.

Rainbow Dash's enthusiasm had never waned, not since she first pulled on the uniform of Equestria's elite aerobatic team. Though the colours of her mane had faded, and a streak of silver had now distinctly formed among them, her smile was that of the eager young filly Twilight had first met years ago.

"Thanks for coming to my last show, Twilight." Rainbow Dash said with a wide smile. "It means a lot to me."

Twilight smiled back. "I wouldn't miss it." she said. "But it'll be strange thinking of the Captain of the Wonderbolts retiring. Who'd ever replace you?"

Rainbow Dash gave that confident smirk Twilight knew well. "I've nominated a successor." she said. "No one replaces this level of awesome!" As she spoke, she began to stretch her wings, preparing for the show. Twilight had watched this before many times as well, but this time, Rainbow Dash winced slightly as she raised her wings up high, pulling them back suddenly.

"You all right, Rainbow?" Twilight asked, watching her friend's reaction. "It's the arthritis again, isn't it?"

Rainbow quickly nodded. "Yeah..." she said. "Just a twinge in the wing. Guess I have to expect it now."

Twilight looked concerned. "Are you okay to fly?" she asked. "Last show or not, it's not worth an injury."

Rainbow Dash shrugged off the suggestion. "I'm fine. No way am I gonna disappoint this crowd. After I retire, it may be the last sonic rainboom Equestria sees for years, so I'm gonna go out with a bang!"

Twilight wanted to argue the point more, but the announcements began, signalling the start of the show. "That's my cue!" Rainbow Dash said. "See you after the show, Twilight. Enjoy the view from the royal box!" With that, she quickly trotted to the edge of the coliseum wall, talking with her team mates before they leapt to the air, entering their trademark formation, and curving high into the sky around the clouds.

Twilight quickly took flight herself, finding her vantage point from the royal box. Rainbow Dash hadn't been kidding, either. The view was spectacular, a vast panorama in all directions allowing her to easily track the Wonderbolts across the skies. Twilight smiled broadly, the giddy feeling in her heart returning as it had every time she had watched her friend perform.

"Mares and stallions," came the booming announcement. "Captain Rainbow Dash will now perform the Sonic Rainboom!" The last word was drowned out by cheers and applause from the crowd of pegasi, all watching the skies enthralled.

High above, Twilight watched as the three Wonderbolts climbed high into the air, barely a noticeable pinprick against the blue sky. Rainbow Dash's two wingponies veered off as she climbed higher and higher. Twilight Sparkle had become much better at flying under Rainbow Dash's instruction, but even she couldn't imagine looking as graceful as Rainbow did when she arched backward in an aerial ballet, hung against gravity for a split second before diving downwards, her wings beating furiously. Twilight watched as the shockwave of air under pressure built in front of Rainbow Dash's outstretched hooves, held her breath with the rest of the crowd.

Twilight could see her friend clearly now, her wings beating intensely, a streak of rainbow colours streaming behind her, but something was different this time. Something was wrong. Rainbow looked like she was struggling. As she approached the crowd, Twilight watched one of Rainbow Dash's wings fold, almost crumpling back against her body. She began to spin rapidly, corkscrewing towards the coliseum, back over Cloudsdale's cityscape instead of over open air. Twilight tried to swallow her heart back down into her throat, tried to will Rainbow Dash back under control, but before she could even think to ready a spell, Rainbow Dash's body crashed into a flagpole, snapping it in half. Spinning wildly, she hit the side of the coliseum's stand hard, landing in a heap at the bottom.

Twilight leapt from the seat she was on, ran to the edge of the Royal Box and took flight herself, flying to her friend's side with all her might. The arena was deathly quiet. Only the echoes of a single scream reverberated off the walls.

It took a second for Twilight to realize she was hearing her own echo.

Twilight landed on the clouds and ran to Rainbow Dash's side, dropping to her knees and putting her hoof around her friend's shoulder. Blood poured from Rainbow Dash's mouth, her nose, even her ear. "Rainbow!" Twilight screamed, begging. "Rainbow Dash! Say something!"

Rainbow Dash's magenta eyes slowly opened, finding their way to gaze up at Twilight Sparkle. "Twilight?" she said weakly.

Twilight wrapped her wing carefully around her friend, trying to keep her warm without making any injuries she had suffered inside any worse. "Lie still." she said, blinking away the tears. "The doctors are coming."

Rainbow Dash gently shook her head, almost imperceptibly, then looked back into Twilight's eyes. "I told you." she said softly, a slight smile parting her bloodied lips. "I told you I'd go out with a bang." The smile on her face slowly fell, as did her eyelids. Rainbow Dash's body shuddered slightly, taking in a sharp breath, then slowly exhaled, her whole form lying limp and still.

"Rainbow?" Twilight asked. She watched, waiting, holding her own breath as she silently begged for Rainbow Dash to take another herself. "Rainbow!" she cried, tears streaming hot down her cheeks.

"Rainbow Dash!" Twilight screamed at the top of her lungs, standing on her mattress, her front hooves shaking her pillow.

Beside her, another startled voice cried out from the basket on the floor. "What? Twilight, what is it?" Spike asked suddenly, looking around as though expecting a disaster unfolding in front of him. He gazed up at Twilight standing on her bed, looking on in concern.

Twilight stood there a moment, her eyes fixated on the pillow, streaming with tears. Spike climbed up onto the bed beside her, an arm around her shoulder as high as the small dragon could reach. "Twilight?" he said again, softly this time. "What's wrong? You're shaking."

Twilight looked at her assistant a moment, finally registering everything in her mind, but then shook her head to clear it anyway. "Stand back." she said. "I have to go see Rainbow Dash." Barely giving Spike the chance to step back from her, Twilight turned and, ignoring niceties like opening a door to go outside, opened her bedroom window as wide as it could go and leapt into the cool night air, her wings spreading and flapping almost before she was clear of the sill.

"But Twilight," called Spike out the window after her. "It's the middle of the night!"

Twilight flew as fast as her wings could carry her, and soon saw in the pale light the outline of Rainbow Dash's home in a cloud. Landing upon it in front of the door, she pounded heavily on it, trying to get the cloud to echo as loud as possible within the house, then again when no one answered quickly enough.

"Rainbow Dash!" she called out. "Please! It's Twilight Sparkle! I need to see you!"

A moment passed. A long, terrible moment, but at last she saw a light flicker inside the window of one room of the house of clouds, heard the soft shuffling of hooves on water vapour, and finally, the door of the house opened, revealing a distinctly tired-looking Rainbow Dash. Her brilliant mane was splayed everywhere from sleeping, her youthful features cast downward in exhaustion.

"Twilight?" she asked tiredly. "What is it? It's late... er... early... uhm... " she trailed off, not knowing what to call this hour of the night.

Twilight couldn't help but breathe a sigh of relief at the sight of her dishevelled friend. "I..." she started, not knowing exactly how to explain herself, then tried again. "I... wanted to make sure you were all right. Your wing, I mean. Can you fly all right?" she asked.

Rainbow Dash blinked her eyes a few more times, so she could give Twilight a proper look of disbelief. "What? Fly? Yeah, of course I can fly all right. Why wouldn't I?" she asked. As if to prove it, Rainbow spread her wings up above her back, stretching them out, then folding them back against her sides.

Twilight tried her best not to look sheepish. "I don't know... I just thought maybe you'd hurt your wing, or it was feeling sore, or you had arthritis in it." she said.

Rainbow Dash frowned in confusion. "Arthritis? Me? At my age? You know I'm younger than you, right?"

Twilight swallowed, now feeling quite silly about her line of questioning. "Uhm, yeah, well..." she said, trailing off, unsure of what to say next.

Rainbow Dash yawned. "Look, Twilight, I'm okay, if that's what you're worried about, but I should get back to sleep. I promised Applejack I'd give one of her fields a good shower in the morning."

Twilight sighed, defeated. "Sure, Rainbow Dash. Sorry to wake you up."

Rainbow Dash yawned again. "S'okay. 'Night, Twilight." she said, stepping back and closing the door, leaving Twilight looking at the white wall of cloud in front of her. After a moment, she turned, walked slowly to the edge of the cloud, and then spread her wings and leapt, gliding back in the direction of the Golden Oaks Library.

Twilight landed just in front of the library's door, not trusting herself yet to be co-ordinated enough to land on her balcony. Remembering that she didn't use the door when she left, she walked up to the locked door and knocked timidly. Spike answered it quickly, and she slowly trotted back inside. "Thanks, Spike." she said. "Sorry if I kept you up worrying."

Spike closed the door behind her, then went back to look up at Twilight. "That's okay." he said. "Is... everything all right?" he asked. "How's Rainbow Dash?"

Twilight heaved another heavy sigh. "She's fine." she said. "She's fine, at the moment."

Spike raised an eyebrow. "At the moment?" he repeated.

Twilight nodded. "Yes. She's fine for now." she said.

"Okaaaaay." Spike said. "Were you expecting her not to be?"

"I..." Twilight began, then sighed again. At this point she guessed any way she could have explained what she thought would seem silly. "I had a bad dream, Spike. That's all." she said.

"Oh." Spike said. He stepped closer, reaching up to hug Twilight around her shoulder again. "Well, everything's all right, isn't it?" he asked.

"Yeah," Twilight said quietly. "I guess so."

Spike held her a moment. She really was like a sister to him and he hated to see her unhappy. "Come on." he said eventually. "Let's head back to bed." Twilight nodded her agreement.

They made their way back up the stairs, and into their bedroom. Twilight noticed that the window she had jumped out of earlier had been carefully closed. She virtually fell onto her bed, landing with a soft but noticeable thump. Spike pulled the blanket over her. "Good night, Twilight." he said softly. "Sweet dreams, this time." Patting her shoulder, he went back to his basket and laid down. After only a few minutes, Twilight could hear him snoring softly again.

Twilight stared out her window a long time, watching the starlight distorted in the glass. _How long will it be before it really happens?_ she thought to herself. _How long before I have to watch?_ It took her a long time before she fell asleep again.

Next morning, Applejack busily went about with her day's biggest chore. A whole field had to be ploughed and planted with lettuce seed. As she pulled the plough and then carefully set the seeds in the soil, she would occasionally look up to the sky to watch Rainbow Dash bringing more and more clouds in to hang directly above her, ready to give her new crop the water it needed to start them growing. This time was different, though. Applejack didn't know why, but Rainbow Dash wasn't dashing the way she usually did. The clouds she brought were smaller and lighter. She stood on them a little longer after each delivery to catch her breath, and most telling of all, she just wasn't flying as fast as Applejack knew she liked to do.

_I thought she'd be takin' a nap on those clouds by now._ Applejack thought. _But I'm almost done and she's not._

Quickly planting the rest of the field, she looked up at the sky as Rainbow Dash pushed another cloud into place, then sat down on top of them. "Hey, Rainbow!" Applejack called out. "Y'all done up there?"

Rainbow Dash peered over the edge of the large cloud. "Uhm, yeah, almost. Just one more!" she called back. Looking like she was dragging herself across the sky, Rainbow Dash retrieved the last cloud and stuffed it on the edge of the bigger one covering over the Apple family farm's lettuce field. She peered over the edge again. "Okay, AJ!" she called. "Ready when you are!"

"I'm already ready!" Applejack called back. "Go ahead and start 'er!"

Rainbow Dash nodded and slowly stood on the cloud. Taking a deep breath, she started to hop up and down on the cloud, bouncing around the edge, then this way and that all over the top of the massive cloud. With each jump, a few raindrops fell, then a few more, then others with it, until finally the entire cloud was pouring with rain, soaking the field below.

Rainbow Dash stepped off the edge of the cloud and glided to the ground, landing in front of Applejack. "There ya go!" she said. "One crop watering, as ordered."

"Thanks," said Applejack, studying her friend's face. Rainbow Dash looked tired, of that there was no doubt. "Y'all look exhausted." she said. "I didn't think this would have been so big of a job for ya."

Rainbow Dash shook her head. "It wasn't the rain cloud that wore me out." she said. "Twilight woke me up in the middle of the night."

Applejack blinked in confusion. "Twilight did? Well, that's not like her. Why'd she do that?"

Rainbow Dash shook her head again. "I dunno." she said. "She just asked how I was and if my wings were okay. She sure seemed worried, though."

Applejack frowned a bit. "That really doesn't sound like her." She looked up at the rain soaking her field, then back again. "Well, I've got nothing to do for a couple hours, maybe I should pay her a visit and find out what's botherin' her. Thanks again, Rainbow Dash. I appreciate it, especially you bein' so tired and all."

Rainbow Dash smiled tiredly. "No problem." She said. "I'm going back to bed. Let me know if you find out anything about Twilight. See ya." With that, she turned and, taking longer than she usually did to get up to speed, eventually lifted off into the air and flew toward her home.

"I will," called Applejack after her. "Sleep tight!" Dusting herself off, and washing her hooves under the hose, she started walking into town towards the library.

Twilight Sparkle was still trying to wake up. She had started drinking her second pot of tea when there was a knock on the door of the library. She started to get up with a groan, but then heard Spike at the door had beaten her to it. "Oh, Hi, Applejack!" he said cheerfully.

"Mornin', Spike." came Applejack's voice from downstairs. "Is Twilight around? I was hopin' to talk to her."

"She's up in the kitchen." Spike said. Then he lowered his voice so that Twilight couldn't make out what he had said. She frowned. That couldn't have been good.

Twilight heard the sound of hooves coming up the stairs and eventually Applejack trotted into the kitchen. "Mornin', Twilight." she said cheerfully. "How're y'all doing?"

"Fabulous." Twilight said, deadpan. She motioned to a chair for Applejack, and her horn glowed its familiar red glow. From some cupboard, a mug floated from its shelf and set itself down on the table in front of Applejack.

Applejack looked on sympathetically. "You look more worn out than Rainbow Dash did this morning." she said, as the teapot was enveloped in a red glow and rose up from the table, filling her mug with steaming tea. "Spike told me you had a rough night last night. You wanna talk about it?"

Twilight Sparkle stared deeply into her tea mug. "I don't know what good it will do." she said. "I mean, some things can't be avoided, except by a lucky few, and now I'm one..." she trailed off again, as though realizing who she was talking to, and looked up at Applejack. "Actually, maybe you can help. Can I ask you, uhm, well, a really personal question?"

Applejack nodded. "Sure, if y'all think it will help." she said.

Twilight nodded, still a little uneasy. "I mean, you don't have to if you don't want to, but, I was wondering, how did you deal with it?" she asked.

Applejack tilted her head a little. "Deal with what?" she asked.

Twilight took a deep breath before continuing, steeling her resolve. "How did you deal with your parents passing away?"

Immediately, Twilight regretted asking. Applejack looked like someone had either slapped her or bucked a hoof in her gut, maybe both. It took a moment of awkward silence before Applejack closed her slack jaw and said, "Wow, you ain't kidding when you say it's a personal question."

Twilight looked down at her tea again. "I'm sorry. I didn't mean to bring up..."

"No, it's okay, Twilight." Applejack said. "Well, it was a long time ago. I was a little younger than Apple Bloom when it happened." She paused and took a sip of her tea, then set it down again, gazing at it in thought. "I remember wondering about what was gonna happen the rest of my life. Not just the big things, either, like, who was gonna give me away at my wedding, but things like, would we still go on the vacation we planned, or, would Granny Smith remember how I liked my nutloaf for supper on Mondays?" she took another long, quiet sip from her mug before continuing. "And, then, any time I thought about it, I'd start crying. I remember crying a lot. I must have cried myself to sleep every night for weeks." she said. "After I cried, I'd feel a little bit better, but not all better."

Twilight looked on as her friend spoke, sympathy in her gaze. "So, what happened?"

Applejack took another sip and looked up. "I told you how I spent a whole summer living in Manehatten, right?"

Twilight nodded . "That was when you got your cutie mark, right?" she asked.

Applejack nodded. "Yeah. Well, what I didn't tell you was the reason I went to live there in the first place was to run away."

"Run away?" Twilight asked. "From what?"

"From the pain." Applejack said. "From the feelings of hurt and loss. From the horrible memories of what happened. I didn't want to just be somewhere else, I wanted to be some_one_ else. I wanted to feel like I was a different pony, not someone who was always sad. I wanted to feel like I hadn't lost anything, and have ponies taking care of me who could have been my Mama and my Daddy if I let them."

Twilight watched as Applejack took another sip from her tea cup, even though she'd forgotten about her own while listening to Applejack's story. "But the longer I stayed in Manehatten, the more I found myself thinking about home. I remembered the trees, the apples, the smell of Granny Smith's pies. I remembered swimming in the creek with Big Macintosh and jumping in piles of leaves in the fall. And then, I remembered my parents, too. Not what happened to them. I remembered them. I remembered Mama singing in the kitchen while she cooked and Daddy reading stories to me at bedtime. I remembered how much they loved each other and all three of us foals. I remembered what a happy place it was." She smiled a little, even as she blinked back a tear from her eye. "And when I did, all it took was a rainbow to convince me to come back home."

Twilight swallowed her own tears a little as Applejack finished. Then Applejack looked back. "Did that help, Twilight? You never did tell me what was botherin' you."

Twilight sighed and looked down at her cold tea again. "I think so." she said. "I might have to think on it a while." she said.

Applejack quickly finished the rest of her tea and got up from the kitchen table. "Well, you let me know if you want to talk again. I've got two ears for listening and two shoulders for leaning on." Twilight followed Applejack down the stairs to the library and over to the front door. "Take care of yerself, okay, Twilight? Hope you have a better night than you did last night."

Twilight managed a weak smile. "Thanks." she said as her horn glowed red and the door swung open on its own. "Uhm, Applejack? Do you still miss them? Your parents?"

Applejack nodded, but smiled. "'Course I do. Not a day goes by that I don't think of them. I'll probably still think of them when I'm an old grey mare." she said. Smiling her goodbye to Twilight, she turned and trotted in the direction of Sweet Apple Acres.

Twilight watched her friend disappear down the streets of Ponyville. "But what if you never became an old grey mare?" she said to herself quietly.

Twilight hated hospitals. No matter how cheerfully they tried to decorate them, hospitals were still one of her least favourite places. They still meant somepony was hurt. Somepony was in pain. Somepony might not go back home again. Every time she had had to walk the halls of the hospital, one of her friends had been in here, and she hated it.

This time, however, she could hardly walk through the halls. The hospital was full of ponies, it seemed. The waiting rooms were packed tight, some ponies consoling others, some just talking amongst themselves. More ponies spilled out into the hallways, trying to stay out of the way, but nonetheless crowding most of the corridors.

Twilight looked over the crowd as she made her way through. The ponies crowded around her came in all shapes and sizes, ages and hues, but one thing tied them all together. On every flank that had one, their cutie marks all showed apples.

Twilight was relieved when she got to the start of the ward. Here only visitors and the medics were around, and it felt much less claustrophobic, but it meant she was closer to facing what she didn't want to.

As she approached a hospital room, she saw a middle-aged mare standing in the hallway. She was facing the wall, one hoof against it to hide her eyes with while she sobbed quietly. On her flank, a blueprint of an apple was laid out upon an architect's drafting table. The mare's cutie mark stood apart from the others of her family almost as much as her fiery red mane stood out from her pale yellow coat.

Twilight took a breath, trying not to sound heartbroken in her voice when she said, "Hello, Apple Bloom."

The mare looked up from her hoof with red, puffy eyes and sniffled loudly. "Twilight!" Apple Bloom said, trying to regain her composure. "I'm glad you're here. The doctors said it wouldn't be long, so you should probably go on in and say... say..." Apple Bloom looked down again, a fresh wave of tears falling down her cheeks to the floor.

Twilight walked up and gave Apple Bloom a nuzzle to the cheek. Apple Bloom sniffed again and sighed. "I guess this is what it was like for her." she said.

Twilight raised an eyebrow. "What what was like?" she asked.

Apple Bloom sighed. "Living without our parents." she said. "She remembered them and I didn't. She must have felt like this for all these years."

Twilight wanted to say something, but Apple Bloom brushed past her hurriedly, nearly galloping down the halls. Watching her run away, she shivered a little. _Apple Bloom looks twice as old as I do, but she's still younger than me._ She thought. _Am I going to be here for her soon, too?_ Her heart sinking, she finally looked over at the door sitting open in front of her. Taking a deep breath, she walked inside.

The room was dimly lit and quiet. She could hear every nuance of her hooves on the floor. She could make out the bed, and just discern the lump under the blankets. Swallowing her heart again, she trotted around the foot of the bed to the other side to see her friend one last time.

Applejack laid quietly in the bed. Her long white hair lay braided over her shoulder. Deep lines crossed her once vibrant, cheerful face. A few white freckles, stubborn as the mare whose face they decorated, still stood out from her faded orange coat. _She looks like her Granny._ Twilight thought.

"Applejack?" she said softly.

Applejack slowly opened her eyes. They at least were still their vibrant green, shining with an inner fire when the rest of her didn't look so lively. A smile slightly parted her lips. "Twilight." she said softly, "I'm glad y'all came."

Twilight smiled a smile she didn't feel up for, and sat down beside Applejack's bed. She reached out and took one of the senior mare's hooves in both of her own. She could feel the tears running down her face again. Applejack must have noticed, because she gave Twilight's hoof a little squeeze.

"Hey." said Applejack. "What's all that for?"

Twilight took in a shivery breath. "I don't know what I'm going to do, Applejack." she said. Looking into her friend's green eyes. "What am I supposed to do without you?"

"You'll find a way to carry on." Applejack said softly. "You'll remember, for a long time, longer than any of us, and you'll tell others, maybe even my great-great-great grandchildren, about your friend Applejack."

Twilight shook her head. "I can't go on like that forever. It's like a part of me is dying inside, too."

Applejack lightly rubbed her hoof. "I know, Sugar Cube, but that part of you that's dying is where part of me will go on living."

Twilight bit her lip as tears rolled down her cheeks. "Applejack..." she whispered.

"I love you, Twilight." Applejack said softly. "Don't ever forget that." With a smile, Applejack squeezed Twilight's hoof one more time, taking in a sigh as she closed her eyes. A moment later, Twilight realized Applejack's grip on her hooves had loosened.

Twilight buried her face in the mattress next to Applejack's lifeless body, screaming into the covers to stifle her grief to the outside. She pounded her hoof into the mattress over and over again. It wasn't fair! It wasn't fair to be left behind! It wasn't fair to be the only one who would be left behind!

Twilight lifted her head again, this time not caring who knew how much she hurt inside. "Don't leave me!" she screamed.

Then there was a startled burst of green flame beside her, and a mad shuffle of covers. "I'm right here!" Spike called. "I'm right here, it's okay, Twilight!" he said as he got up to stand beside her bed.

Twilight looked down at her hoof sunk deep into her pillow where she had pounded it, her pillowcase wet with her tears. Her heart raced, her breath came in pants as she slowly realized where she really was. She took a few more breaths before looking over into Spike's worried eyes. "I..." she started to say, not knowing what to say, then said, "I have to go out again."

Spike's face fell. "Twilight, please, just tell me what's wrong first..." he pleaded.

"Later," Twilight said sternly, and she bolted for the front door of the library, taking flight as she ran down the street.

Minutes later she was soaring over row upon row of carefully tended apple trees, then landed just in front of the farmhouse. She ran up, raising a hoof, ready to knock on the door, when she stopped short. _What am I doing?_ she thought. _Do I really want another pony to think I've lost it? Or four ponies, for that matter?_

Twilight drew back from the farmhouse's door, and then flapped her wings again, lifting herself to the level of the upper floor windows. Hovering as quietly as she could, she slowly circled the house until she found the right window, and carefully peered inside.

Luna's moonlight was dim, but Twilight could still make out what she needed to see. Applejack was there, lying in her bed. Her face was young and peaceful and perfect in the moonlight; a sleeping angel, complete with a golden halo of a mane strewn across her pillow.

Twilight sighed again, silently chastising herself for flying out in a panic, again, and then hovering outside her friend's window like a stalker. She flapped her wings a little harder, lifting herself above the roof of the farmhouse, and then began the flight home.

As Twilight walked inside the library, she found Spike sitting on the stairs leading up to their apartment above. Twilight sighed, looking first at him, then at the floor. "I'm sorry, Spike." she said. "I shouldn't snap at you like that."

Spike managed a half-hearted smile. "Is everything all right, Twilight?" he asked.

Twilight nodded. "Yes, there's nothing wrong out there." she said.

Spike got up from the stair he was sitting on, and walked over to Twilight's side. "I meant, is everything all right with you?" he said.

"I guess it'll have to be," Twilight said.

"It'll have to be?" Spike repeated. "That's not the same as being all right!"

"But there's nothing I can do about it, Spike!" she exclaimed. "There are some things that can't change and I have to live with them now, so there's no point in figuring out if I'm all right."

Spike sighed. "Listen to you." he said. "I thought Applejack was supposed to be stubborn, but you've got her beat this time." He walked up and hugged Twilight around the leg. "Look, I won't keep bothering you about what's bothering you, but please talk to someone if you won't talk to me? One of our friends must be able to help."

_Sure,_ thought Twilight. _Until they're gone._

"Let's go back to bed, Spike." she said.

Twilight had no idea how long she had slept after her nightmare. She only knew she didn't fall asleep for a very long time and now the sun was very high in the sky over Ponyville. Gradually lifting herself out of bed, she glanced around the room, looking into the empty basket beside her bed. Even Spike had gotten up before her. Getting to her hooves, she had just begun to shuffle into the kitchen when she heard a knock at the front door. _Great._ she thought, _On top of it all, I'm late opening the library._

"Spike, can you get the door, please?" she called out, but the knocking persisted. "Spike!" she called once more, but when she heard the knock a third time she sighed in frustration, resigned to opening the door looking, accurately, like she'd just gotten out of bed.

As she manipulated the door open with her magic, gazing bleary-eyed into the bright outdoors, she made out a gasp in her general direction.

"Twilight Sparkle!" Rarity exclaimed as she hurried in the door, shutting it behind her. "Oh, Darling, you look awful, worse than I'd heard."

Twilight raised her head and an eyebrow. "You heard?" she asked. "From whom?"

"From Spike, of course." Rarity said. "He came over to see me earlier this morning. He's worried sick about you, bless his heart, and I can see why."

"Oh," Twilight said, half-heartedly. "Where is Spike, anyway?"

"I let him take a nap in my bed." Rarity said, "He was quite tired this morning, but I'm not surprised. So, now that his need for sleep is being taken care of, why don't you tell me why you've woken up with nightmares?"

"I wake up because I've had a bad dream." Twilight said simply.

"But why?" Rarity pleaded. "What could you possibly be so afraid of that you wake up screaming and then run off in the night to check on?"

Twilight sighed again, frowning at the floor. So much for not having more ponies think she was losing her mind. "Look, Rarity, I know you mean well but it's something I have to deal with over time. Over a lot of time."

Rarity took a deep breath. "Very well, Twilight, but I hope for your sake you come to your senses sooner rather than later and get whatever it is that's distressing you off your chest. I hate seeing you get eaten up inside like this. It's not healthy." She suddenly lifted her hoof up to her nose and sneezed. "There, you see? Even my worrying over you could cause me to catch something." She trotted up closer to her friend. "If you need to talk, come and see me so that I can do something with your mane and make you look as good as I hope you'll feel." Rarity gave Twilight a quick peck on the cheek, and then trotted back to the library door, her horn glowing a bright blue as the door swung open before her. "I'll send Spike home as soon as he wakes up. Please don't be angry with him for telling me. You and I both are lucky to have someone like him who cares for us like he does."

"Yeah, lucky." Twilight said. Lots of people would think she was lucky right now, but she sure didn't feel like it.

"Please, promise me you'll take care of yourself, Twilight, or give us a chance to?" Rarity said, and then turned and trotted down the road back in the direction of her boutique.

"I guess it'll have to be by myself," Twilight said softly to herself, and shut the door of the library.

Twilight walked down the hallway once again. _Not the hospital again,_ she thought to herself. This time it seemed worse. More oppressing. There weren't the throngs of a large, loving family here this time, just the nurses and the doctors rushing about their duties. Twilight dreaded every step she took towards the room. Another hospital room. This one she dreaded even more than the last.

Slowly, she entered, and right away they stood out from every thing else. The machines. The huge, monolithic machines that blocked even the light and cheeriness of the outside from getting in through the window. Wires and tubes ran from each of them down to the bed, so many that you could barely tell that there was a pony that they were all attached to. She hated seeing all of these machines, but worst of all was the one she could hear. The one that beeped unnaturally every time a pony's heart beat. The one doctors would only use if they expect a pony's heart might stop beating.

The one that mocked you with a whining laugh when a heart did stop beating.

Twilight slowly approached the bed. The pony in it was barely recognizable as a pony, with or without the invading machines. There was no mane any more, or tail, that would hang long and beautiful. A few stubborn patches of a dingy coat were all that was left to cover otherwise bare grey skin. Even on her flank, the discoloured flesh in the shape of three diamonds looked more like bruising than a cutie mark.

Twilight bit her lip, walking around to the other side of the bed, gazing at the face of the pony breathing through a tube under her nose. Even her eyes looked sunken, weak and defeated.

"Twilight," Rarity said quietly. "Darling, I look so awful. Please don't look. Remember me the way I was, before I got too sick."

Twilight shook her head. "I don't care how you look. I just want you to hang on. I'm reading up on this every day. There's got to be more things we can try."

Rarity sighed and closed her eyes. "Twilight, I'm tired of being used as a science experiment. I just want it to be over with now." she said.

"But what about your friends?" Twilight asked. "What about Spike? He'll be devastated!"

Rarity smiled just a little. "Spike and I have already said our goodbyes." she said with a sniffle. "He's not happy about it, and he thinks it's horribly unfair, and he's right. Still, he understands and he knows that I will love him from beyond no matter what, even if he finds someone else as wonderful as he found me." A tear rolled down her cheek as she looked back up at Twilight. "Please be strong and take care of him for me?" she asked.

Twilight trembled. "Be strong?" she asked. "Be strong? I'm a wreck! How am I supposed to be strong all alone when there is no one else to..."

She stopped. The machine was laughing at her. A loud monotone laugh, not in the face of death, but at the pain it caused. The loud scream that said Rarity's heart had stopped.

"No!" Twilight said. "Rarity! I didn't mean it! I didn't mean to yell!" She put her front hooves on Rarity's shoulders, trying to shake the machine's grip on her away. "Please! Come back!" Twilight shook her hardest...

She found nothing under her hooves except the cold night air, but as she pushed, the rest of her body followed, landing with a loud thud on the wood floor beside her bed.

"Ow..." she said softly, opening her eyes. As she did, all she could see was Spike, propped up in his basket mere centimetres away, that familiar worried look in his eyes.

Twilight looked at the floor and sighed, slowly rising to her hooves. "Good night, Spike," was all she said as she crawled back under the covers and pretended to sleep again.

Twilight almost enjoyed waking up the second time that night. Instead of the scream of death from a machine, the smell of fresh grass pancakes filled her nostrils. Twilight let them linger on her nose for a moment before letting them tempt her out of bed, even though she wasn't entirely sure she wanted to face another day. She trotted slowly into the kitchen to find Spike at the stove, busily preparing breakfast.

She stopped short. There was no denying that she had had another nightmare to Spike, and she hadn't exactly been very talkative the last several days. She dreaded what might be another attempt to get her to open up about something she really didn't want to think about, but knew was coming.

"Good morning, Spike." Twilight said sheepishly as she sat at the table.

"Morning, Twilight!" Spike said almost cheerfully, but then didn't say anything else.

Twilight raised an eyebrow. It wasn't like him to be quite this quiet. She glanced down at the table and even found a fresh pot of tea ready and waiting for her. Using her magic, she lifted the pot up and poured herself a hot mug of it. "Smells good!" she said after a sip.

"Thanks," Spike said. "I thought you could use a good breakfast."

_Here comes the start of it,_ thought Twilight. "So, this has nothing to do with me landing beside you in the middle of the night?" she asked.

Spike shrugged a bit. "Well, yes," he admitted, "but I said I wouldn't bother you about it any more, and I won't." he said firmly.

Twilight took another sip of tea, and silently wondered exactly how long that resolution would last. She guessed it would be a matter of seconds.

"Of course," Spike continued, "it's none of my business if you want to keep having nightmares and keep all the reasons why bottled up inside until you explode." he said, reaching for a plate as he stood at the stove. "I mean, not like I haven't seen you totally lose it from time to time before, but you know you can talk to your friends so you don't have to worry about something until you almost have a nervous breakdown or burst into one of your freak-out arias."

_Fine,_ Twilight thought, _You really want to have a taste of what I'm going through? Get ready for this._

"Rarity is going to die!" Twilight said firmly.

The loud crash of a plate shattering on the floor of the kitchen told Twilight her revelation had had the expected effect. She looked up from her tea, seeing first the broken remnants of the plate, then looking at Spike. His arms hung limp at his sides. His jaw hung open. His eyes looked like he was witnessing the end of the world.

Slowly, Spike found his mouth again. "Wh-what do you mean, she's going to die?" he asked. "Is she hurt? Is she sick? She seemed fine yesterday!"

Twilight's horn glowed, and the pieces of the broken plate rose from the floor, sailing through the air towards the trash can. "She's not hurt, and she's not sick. She's not in any immediate danger." Twilight said.

Spike took a deep breath, his knees almost buckling before he could sit down on the stool he had been standing on while cooking. "Then why did you say that?" Spike asked. "You scared the hay out of me!"

Twilight took another sip of tea. "Spike," she said simply, "Rarity is my age, and you are still a young dragon. Dragons live a long, long time. Centuries, in fact." she said, then looked up and stared straight into Spike's eyes. "Ponies don't."

Spike's jaw hung open again, looking off into the open space of the kitchen wall as his mind raced around on this revelation. "I-I never thought of it that way, but you're right." he said softly.

"Now do you understand?" Twilight asked.

Spike slowly nodded, then got up and quickly grabbed another plate. Flipping the pancakes onto it, he quickly dropped it on the table in front of Twilight and then started running for the stairs to the lower floor of the library.

"Wait, Spike, where are you going?" Twilight asked.

"I have to go see Rarity!" he called from below.

_Wow, I really did look crazy,_ Twilight thought to herself. "But, Spike, I told you, she's not sick! What about breakfast?" she called.

Twilight could hear Spike stop short before the front door of the library, before he called out "Good idea!" and came running back up the stairs, into the kitchen again. Dragging the stool across the kitchen floor, he climbed up and retrieved a large canister from the counter, then brought it to the table and dumped out its contents beside Twilight Sparkle's plate. Across the table spread a multicoloured trove of gemstones. As soon as they were all poured out onto the table, Spike started rooting through them all. He picked out a green emerald and held it up to the light with an appraising eye. "Nope," he said, and popped it into his mouth with a loud crunch, chewing on it as he searched again. He lifted up a yellow topaz, regarding it the same way. "Nope," he said, cracking it between his teeth. A bright red ruby came next. "She already has one," he said, and ate that one, too. Finally, he held up a pale blue sapphire, light like Rarity's eyes, a brilliant six-pointed star radiating from its centre. "Perfect!" Spike exclaimed. Clutching the gem in his hand, he raced downstairs again where Twilight could hear him open and shut the library's front door.

Twilight watched him leave in a rush, then looked back to her breakfast in front of her. "Maybe... he and I aren't quite on the same page here." she said to herself.

It was early in the evening at Sugarcube Corner as Pinkie Pie began her usual routine of preparing to close the bakery for the night. She swept the floor, wiped the display case and was just beginning to box up unsold cupcakes for the discount shelf the next day when Rarity came in the door. Pinkie Pie smiled, she always smiled when she saw one of her close friends, but this time there seemed a better reason to smile. Rarity looked happy, Pinkie Pie thought. There was an extra spring in Rarity's step, a smile that wouldn't stop shining, and a brilliant blue sapphire with a radiant star in the middle of it, set into the centre of a flower with petals of shining yellow gold, clipped into her mane just above her left ear.

"Hi, Rarity!" Pinkie Pie exclaimed. "Boy, you look happy tonight! What's new?" she asked. "Is it that clip in your mane?"

Rarity smiled, and a little tinge of pink crossed her cheeks. "Well, yes, actually, I'm ecstatic!" she said, but then sighed. "Which is why I'm sorry to have to ask you to do something rather serious."

"Me, serious? Seriously?" Pinkie Pie replied. From somewhere behind the counter, she produced a Royal Guard's helmet, plopping it onto her head. "I'm ready. What's the job?" she asked.

Rarity smirked. "I don't think that will be necessary," she said, gesturing to the helmet with a dainty hoof, "or at least I hope it won't be. It's Twilight Sparkle. I'm quite concerned about her."

"Twilight?" Pinkie Pie repeated. "You know, come to think of it, I haven't seen her in a couple days. What's the matter with her?"

Rarity sighed. "Spike says she's been having nightmares but she won't say why or what's bothering her. She woke Rainbow Dash in the middle of the night the first time to see if she was all right. The rest of the time she keeps herself cooped up in the library and hardly wants to see anyone."

"Well, that's no good." Pinkie Pie said. "If she doesn't see anyone then how can she go to parties or shop in the market or go to parties or see her friends or go to parties or see her friends at parties..."

"Yes, yes, I get it, Pinkie Pie," Rarity interrupted. "I've tried talking to her, and so has Applejack, but so far it hasn't worked, so maybe you can work your gifts on her and get her to open up a little about what is wrong."

Pinkie Pie nodded, snapping to attention and giving a smart salute. The helmet made a clanging noise as her hoof connected with it, and she shook her hoof a bit. "Ow." she said. "Okay, I will, soon as I'm done here." She grabbed a box of the cupcakes and placed them on the counter. "I have plans for you now, my pretties." she said, laughing in a mock mania.

Rarity smiled again. "Thank you, Pinkie." she said. "Now, speaking of cakes, could I place an advance order with you?"

"Sure!" said Pinkie Pie, and she ran to a drawer to retrieve a pad of paper and a pencil, carrying them back to the counter in her mouth. Taking the pencil between her teeth, she said a somewhat slurred "Shoot."

Rarity took a breath. "I'd like a four-tiered carrot and apple cake, with the apples and carrots coming from Sweet Apple Acres, naturally, with white fondant icing and with trim, piping and flowers in indigo, purple and light green and crusted with gemstones in the same colours over the top tier, for the twentieth of August of this year." she said.

Pinkie Pie diligently wrote down all the details before putting the pencil down. "Okay, August twentieth." she said, reading it over again. "Hey... this sounds like a wedding cake! Who's getting married?"

Rarity could feel her cheeks warming up as they turned pink. "Uhm, well, before we discuss that I want to make sure Twilight's all right, if you don't mind."

Pinkie Pie nodded. "No problem. She won't know what hit her!" she said.

Twilight Sparkle sat in the library, quietly reading by herself. Spike had not been back all day, but it wasn't like she had felt up to doing anything very mentally taxing. There had been a few patrons of the library, of course, and they needed to be helped, there was no avoiding that, but now was time for her, the first of many, many countless nights of this. Trying to take her mind off the impending eternity of loneliness, she tried to find solace with her first friend.

And then there was a knock at the door.

Twilight didn't really feel like getting up from her seat, but she imagined it must have been Spike returning home at last. He left in such a hurry it wasn't like he'd bothered to take a key or anything. She trotted over to the door and, with a glow in her horn, unlatched the door and swung it open.

On the other side of the door, the gaping maw of a huge metal gun barrel stared Twilight in the face. Twilight stepped back in surprise as she came to the realization of what she was looking at, then just beyond, she could see Pinkie Pie, standing at the back of the cannon, wearing what looked to be a helmet of a Royal Guard.

Pinkie gripped the firing cord tightly in her teeth. "Twilight," she said menacingly, "Don't make me use this!"

"Pinkie Pie!" yelled Twilight, "Don't you dare fire that thing in here!"

"Then tell me what's bothering you so your friends can stop worrying about you!" Pinkie Pie replied. "I'm serious!"

"Pinkie Pie, it's my friends that are making me worried!" she blurted out.

Pinkie Pie stopped in her tracks, letting the cannon's firing cord fall from her mouth. "What?" she asked.

Twilight breathed a deep sigh of relief. "Look, Pinkie Pie, I know you and the others mean well, but it would be best if I stayed out of the way." she said.

"But why would you stay all alone in here?" Pinkie Pie asked. "We all miss you!"

"I miss you guys, too, really." Twilight said. "And I'm going to for a long time, but I can't bear to watch anything happen to you or any of the others."

"What would happen to us?" asked Pinkie Pie. "You mean like what would happen if we ate too much cake and then tried to do a dance marathon and shook ourselves so much that we hurled or what?"

"Ew, Pinkie, no!" Twilight complained. "I mean... really bad things."

Pinkie looked more and more worried. "What bad things are gonna happen to us? We're all okay here, aren't we?"

"Sure, for now, but for how long?" Twilight asked, then sighed. "Look, tell the others to forget about me. Just leave me alone... let me get used to it."

Pinkie Pie, for once, looked like she would genuinely burst into tears. It hurt Twilight, but not as much as what she knew would inevitably come.

"Okay, Twilight," Pinkie Pie said softly. She stepped around the barrel of the cannon and held out a bright cardboard box to Twilight.

"What's this?" Twilight asked.

"Cupcakes." Pinkie Pie sniffed. "I made them with extra buttery frosting today."

Twilight accepted the box without a word, looking down at it sadly.

"Bye, Twilight," Pinkie Pie said dejectedly as she walked slowly back past the cannon in the doorway of the library. She was distressed, no, heartbroken that she, of all ponies, couldn't make her friend feel better, not noticing the cord caught around her hind leg until she tried to yank it forward.

There was a massive explosion from deep inside the cannon, and a torrent of brightly coloured artillery burst forth from the barrel. Streamers streamed and hung from bookshelves like vines. Confetti fell like snow in a gale. Twilight could see none of it, however, as her entire front was coated in a rainbow of ribbons and a blizzard of confetti.

"Oops." Pinkie Pie said. "Sorry!"

Despite the noise of the party cannon, Twilight had to admit, Pinkie Pie had outdone herself, yet again, on this party. Everypony was enjoying themselves. The music was turned up and a large dance floor was packed with dancers. The snack table was decadent, loaded with every imaginable mouthwatering treat, so good that Pinkie Pie herself was having a hard time keeping herself from the goodies she had baked for the party.

Twilight trotted over to the buffet. "Pinkie Pie, you sure you should be stuffing yourself with those?" she asked as Pinkie went through her fourth cupcake in as many minutes.

"Gotta keep my energy up 'til the end!" she said. "Besides, I made the frosting extra buttery today. That's just the best!" She washed down her snack with a cup of punch, setting the empty cup on the table. Looking like she was about to reach for another, she stopped suddenly, putting her hoof to her mouth, stifling a loud hiccup. "Ow." she said.

Twilight looked concerned. "You okay, Pinkie?" she asked.

Pinkie nodded quickly. "Yeah, just a little heartburn. Guess I shouldn't have been sampling every batch of frosting today, too."

Twilight was about to suggest Pinkie slow down for a few minutes when a new song came over the sound system, and her eyes lit up. "Oooh, I love this song! C'mon, Twilight, let's dance!" she said, and with that, she ran behind Twilight, trying to nudge her by her flank towards the dance floor.

Twilight tried to protest, but seeing Pinkie Pie run ahead of her and start dancing couldn't help but make her smile. Soon they were both in the middle of the crowd of dancers, shaking to the music. Twice more Pinkie tried to stifle a hiccup, rubbing her chest a little, but each time, she started dancing even harder, as though to make up for those precious few seconds.

Twilight lost herself in the music for a moment, spinning around in a tight circle as she danced before facing Pinkie Pie again. When she did, she noticed that Pinkie had stopped dancing. She had a hoof on her chest, rising and falling with her rapid breathing.

"Pinkie, what's wrong?" Twilight tried to ask above the music, but before she could try again to make herself heard, Pinkie winced, eyes shutting tight, and she fell to her side on the dance floor, lying still.

A chorus of gasps swept through the crowd of party-goers. The music suddenly stopped, leaving the room in a deathly silence.

"Somebody call a doctor!" Twilight shouted as she knelt beside Pinkie Pie. "Pinkie? Speak to me!"

Pinkie Pie looked up with a fearful look in her eyes, her front hooves clutching her chest. "Twilight?" she said, gasping for breath.

Twilight nodded, her hooves hugging Pinkie close. "I'm right here. Help's coming." she said.

Pinkie Pie just shook her head. "You were right..." she said. "Bad things do happen." She winced again, clutching her chest once more, then looked back up to Twilight. "Sorry to be such a party pooper." she said quietly.

Twilight shook her head. "You're not!" she said between her tears. "Just hold on," but before she could say any more, Pinkie's whole body convulsed violently. She let out a shriek of anguish, and then collapsed limp against Twilight's side.

The look of pain on Pinkie Pie's face seared itself into Twilight's memory. Horrified, it was all she could do to scream and sit up in bed.

Twilight gasped for breath, her heart racing again, cold sweat dripping down her back. It took her a second to realize she could still feel the hold of another against her. Looking around, horrified that she might actually find her friend lying there lifeless yet, all she saw was Spike, sitting beside her on the bed, his small arms around her as far as he could reach, looking up at her with that same worried look.

Twilight couldn't stand it any longer. She wrapped her hooves around Spike, pulled him close into the bed, and sobbed herself to sleep once more.

Fluttershy didn't know how much more crying her shoulder could take. Pinkie Pie had been almost inconsolable for well over an hour, and all Fluttershy had been able to make out was that it had something to do with Twilight. Fluttershy had never seen her so upset. Pinkie Pie looked as though she hadn't slept when she arrived on the cottage doorstep that morning. She hadn't even fixed her mane; it was hanging flat and limp straight down from her head.

Nevertheless, Pinkie Pie was very sad and needed every hug. Fluttershy slowly rubbed her back with a hoof as she held Pinkie Pie. Slowly, gradually, her wailing became only a few light sobs.

"There, there," Fluttershy said gently. "Now, as calmly as you can, tell me what's wrong again so I can understand and try to help you."

Pinkie Pie sniffled loudly. "R-Rarity asked me to cheer up Twilight because she'd been having nightmares. But I couldn't do it. Not even my cupcakes could do it. She said she wanted to stay away from everyone!" Just the notion of losing her friend took its toll, if Pinkie Pie's expression was anything to go by, and in seconds fresh tears were soaking their way into Fluttershy's shoulder as she began bawling again.

"Oh, my," Fluttershy said as Pinkie began crying again. "I'm sure you did your best, but maybe whatever is bothering Twilight is more serious than you thought." Fluttershy rubbed Pinkie's back once more. "Would it be all right if I went and talked to Twilight?"

Pinkie Pie lifted her head from Fluttershy's sopping shoulder long enough to nod her head, sniffling again.

Fluttershy smiled softly. "Okay, but you have to promise me you'll go home and clean up and take a nap so that I'm not worrying about you, too, all right?"

Pinkie Pie nodded. She could still feel her throat was too tight to speak. Instead, she crossed her chest with her hoof, then lifted her hoof above her head with a wiggle, and then placed it over one bloodshot eye.

Spike wasn't feeling at all himself. Not only had he come home from Rarity's boutique to find a colossal mess scattered about the lower floor of the library, but Twilight now had him so worried that he was barely able to sleep himself, waiting for the inevitable. Last night, in fact, he had woken up before her and was there at her side just as she awoke. From then on it was a half-conscious blur punctuated by Twilight's occasional crying.

So when there was a quiet knock on the door, Spike didn't much feel like answering it because he wanted to see others almost as little as Twilight did now. Grudgingly, however, he did, and he breathed a sigh of relief when he saw Fluttershy standing there.

"Good morning, Spike," she said softly. "Is Twilight awake yet? I heard she was feeling very upset."

"That's the understatement of a lifetime," Spike said. "She's upstairs in the kitchen. You might as well try, too!"

Fluttershy smiled to Spike, and made her way up the stairs as Spike followed. As she entered the kitchen, she saw Twilight sitting at the table, an untouched mug of tea in front of her.

Fluttershy bit her lip a little, but then walked up beside Twilight's chair. "Uhm, Twilight?" she asked.

Twilight said nothing, only looked up at Fluttershy with a look of fatigue and desolation.

"Your friends are all worried about you. Did you know that?" she asked.

Twilight still said nothing, only nodded.

"Do you want to talk about it?" Fluttershy asked.

Twilight shook her head.

"Do you want to come out and see your friends?" Fluttershy continued.

Twilight shook her head again.

"Do you want your friends to come and see you?"

Twilight shook her head harder.

Fluttershy looked down sadly. "All right then." she said. She paused a moment, then reached over and gave Twilight a hug, holding her there for a long moment with her hooves around Twilight's shoulders before finally releasing her. "But I'm going to come back often, anyway." she said, quietly but firmly, before turning and heading for the stairs again.

Twilight couldn't bear it. She couldn't bear the thought of another hug when there would soon be no more of them. Closing her eyes, she lowered her head to the table, silently shaking with sobs as Spike watched from the kitchen door. Spike stood there a moment, then quickly turned to follow Fluttershy.

As she was about to leave, Spike called out, "Fluttershy, wait."

Fluttershy turned to face him. "Yes, Spike?" she asked.

Spike sighed. "I don't know what's wrong, but I think we all need to do something. Can you ask everyone to meet at Rarity's tonight?"

Fluttershy smiled and nodded, placing a reassuring hoof on Spike's shoulder. "I will. Don't worry, we'll figure this out. Just watch over her until tonight."

It was early evening as five ponies gathered in the workroom of Carousel Boutique. An uneasy silence hung over the room, each of them knowing why they were there, but not willing to acknowledge it, or at least, not until the arrival of a certain dragon.

Applejack at least tried to make some conversation out of nothing. Standing by one of Rarity's worktables, she looked over the rolls of shimmering fabric stacked upon them. "Gee, Rarity," she said. "That's a lot of fancy white silk you've got there. What're you going to use all those for?"

Rarity took a deep breath, hoping she could calm herself out of blushing too much. "I.. had a special order come in." she said simply, reaching up to brush her hoof over the sapphire clip in her mane.

"So, where's Spike, anyway?" asked Rainbow Dash impatiently.

"He's probably trying to make sure Twilight's all right before he leaves." Fluttershy said quietly.

"I don't know," Pinkie Pie said. "She didn't seem anywhere near all right last night." She brushed a stray curl of her bouncy mane out of her eyes with a hoof.

Rarity nodded. "He might well be delayed, under the circumstances, however, I'm sure we all agree that, for Twilight's sake, we..." she was interrupted by a small-sounding knock on her store's front door. "Ah, That's probably him now." she said. Quickly trotting to the front door, she soon returned with Spike following in behind, carrying a large satchel over his shoulder.

Rarity sat down again and put on her most businesslike expression. "Now, we all know Twilight has been acting strangely, but not all the details, so, perhaps if we all got everyone caught up to the same page. Spike, perhaps you should start," she said.

Spike nodded. "Well, for four nights now she's been waking up with nightmares. Bad ones. She wakes up screaming every time, but she won't tell me what they're about. The first two nights she flew out of the library to go check on Rainbow and Applejack like something had happened to them."

Rainbow Dash nodded. "Yeah. She banged on my door in the middle of the night asking if my wing was hurt."

Applejack frowned. "That's funny. She didn't wake me up." she said.

"Lucky you," commented Rainbow Dash.

"Please, Rainbow," Rarity said, "Go on, Spike."

Spike nodded. "Yesterday, she started getting really depressing. She told me that..." he paused, taking a deep breath as though about to recall something he didn't like, "...that I was going to outlive Rarity."

A hush fell over the room again, so quiet everyone could hear Fluttershy clearly when she said, "Oh, my! Why would she tell you such a horrible thing?"

Rarity reached over to lightly brush a hoof down Spike's back as he answered "I don't know." He took a deep breath and said, "Today she didn't even open the library. It's like she doesn't want anyone around her, like she's expecting something awful to happen and she doesn't want to be around to see it."

Applejack frowned. "You know, she asked me about what it was like for me when my folks passed on. Y'all think she's expecting someone to die?"

Pinkie Pie frowned. "She said something like that to me, too, like she thought something bad was going to happen. But we're all fine! Everyone I know is fine, and I know everybody in Ponyville! Why would she be expecting that?"

Spike shook his head. "I don't know," he said, "but I haven't been able to sleep through the night any more than she has. I'm lying awake waiting for it now."

Rarity rubbed Spike's back with her hoof again. "Under the circumstances, Spike," she said, then her voice switched to a much softer, gentler tone, "under _all_ the circumstances, I think you should spend the night here."

Spike's eyes opened wide, and he looked up into Rarity's as she smiled tenderly to him for a moment, before she took a deep breath and looked back at the others. "But," she said, her voice back to business, "we still have to find some way of helping Twilight deal with whatever is bothering her."

"How're we going to do that?" asked Rainbow Dash. "Last time she had a problem she came to us for help. This time, she doesn't wanna even talk to anyone!"

"Well," said Rarity, "she may not want to talk to us, but I bet there's enough left of the Twilight Sparkle we know and love who won't ignore someone else speaking with her. Spike, be a dear and take a letter, please."

Spike smiled, and opened up his satchel. "I was hoping you'd say that," he said, pulling out a sheaf of parchment, a quill and a pot of ink.

"No," said Rainbow Dash sharply. "Take two letters!"

"Make that three letters," said Applejack.

"Four!" cried Pinkie Pie.

"Five letters!" shouted Fluttershy. Everyone else turned to look at her after her sudden outburst. "Uhm, I mean, if that's okay and you're not too tired from writing everyone else's letters and you don't get a cramp in your claw." she finished, quietly.

Rarity smiled, then turned back to look at Spike. He was writing furiously on the top piece of parchment.

"Spike," she said, "I haven't started dictating yet."

"I know," Spike said, "I'm just writing my letter first!"

Rarity smiled and waited for him to finish.

Twilight could barely find a place to stand in Fluttershy's bedroom. It seemed like every animal she cared for, or had even talked to or fed, was crowded in there with the two of them. As it was, Twilight could hardly see where Fluttershy was, lying in the bed. Only she could be so completely at ease, smiling even, when there were a pair of full-grown wolves lying there, one on either side of her, trying to keep her warm.

"Fluttershy," Twilight said, mentally shuddering at what she was about to suggest, "you should be in the hospital. They can care for you better there."

Fluttershy shook her head resolutely, a lock of grey hair falling across her cheek. "No, Twilight." she said softly, softer than ever. "The animals are doing a good job here, believe it or not. They've been so helpful to me." She smiled, leaning in to nuzzle each of the two wolves at her side.

"But Fluttershy, you're sick! They could do something for you, help you last longer!"

Fluttershy sighed. "Twilight, hospitals are cold, lonely places." she said. "They wouldn't let the animals in there to keep me company. What good is living any longer if I couldn't be with the ones I love until I go?"

Twilight turned away to the window. She was about to burst into tears at Fluttershy's words. "How do you think I feel?" she said. "I'm going to go on living and I'm not going to be with..." she was cut off by the sudden howling of the two wolves. Whirling around, she saw the wolves, sitting upon the bed, their heads raised as if to the moon, giving a mournful howl that echoed deep in her ears. One by one, all the other animals joined in in a solemn cacophony of sad noise.

Twilight looked down at the bed, mortified. Fluttershy laid there still, her eyes still open, staring at nothing. Twilight knew her last friend was gone forever, and she hadn't even seen it.

"No." Twilight said, unable to hear herself over the din of the animals.

"No!" she cried.

"NO!" she screamed, sitting bolt upright in bed. Her breath came quick and hard. Tears flowed down her cheeks like rain. Looking around the room, her gaze finally fell on the empty basket beside her bed.

"Even Spike would leave me." she whimpered. She turned over, burying her face in her pillow, curling up as tight as she could, and cried for a long time.

Twilight wasn't sure exactly when she decided to get up and go for a walk through Ponyville, but the darkness of the night casting its gloom on the streets wasn't helping to put her mind at ease. Here, the loosened thatching of a cottage threatened to come completely away from the roof in the breeze. There, a neglected shutter swung by only one hinge. The town seemed cold, isolated, abandoned, not with the vibrancy of everyday life she had known before.

Twilight's walking led her to a place she knew, but didn't know how, across worn paths and deeply tread lines of dirt through the fields, until she could make out her destination, vaguely, in the distance. Silhouettes of dark grey against the cloudy black of the sky could only just be seen in the direction Twilight slowly walked. Though she had never seen them before, somehow, she knew what she would find as she approached the small standing stones.

There, arranged in a semi-circle in front of her, was the only reminder she had left of ponies she loved. Each of the slabs of marble was worn and weathered with the years, but each still bore a recognizable carving – this one of three apples, the next of a lightning bolt from the clouds, three brilliant diamonds, three soaring butterflies, three bright and cheerful balloons.

Twilight felt her body get heavier, as though the weight of the world was finally going to win, and she was a fool to think it was going to be any different. Her hooves gave way under her, and she sank to the cold grass, lying with her head to her forelegs, sobbing softly.

How long she was there, she couldn't tell, but what did it matter now? A minute, an hour, a year, it was all going to be the same, but gradually she became aware of the sound of hooves upon the dirt path behind her, slowly making their way beside her.

Twilight couldn't bear to look to see who had joined her. She dreaded who she might find. She almost expected to come face to sunken face with the Pale Horse himself, watch the smile on his face spread as he mocked her by his very presence, reminding her that he would come for any pony she ever met, any pony she ever would meet or know. He would bring death to every pony in their time, except her, and there was nothing she could do to stop it.

It was almost a painful jolt to her when she heard a soft voice say, "I do not understand thee, Twilight Sparkle."

Twilight's head lifted up from her hooves and she turned to look up over her shoulder with a jerk. The mare standing beside her, tall and strong, would almost have blended into the background of the night were it not for her eyes, nor the shimmering of her nebulous mane floating on an unfelt breeze, twinkling with stars unseen past the clouds.

Twilight blinked back tears, trying to regain a modicum of composure in the mare's presence. "P-Princess Luna," she said, stammering.

"I do not understand," Luna continued. "You mourn for your friends while they yet live. What does thou mean by this?"

Twilight looked up at Luna still, confusion taking hold of her brain and her expression. "What do I mean? I don't understand." she said quietly.

Luna finally turned from the gravestones to look at Twilight. "Nightmares do not just occur from an abyss," Luna said. "Every image, every sound, it is all meant to be experienced by thee here because it is within you. It could be a fear, a worry, a fright thou had while awake or a looming dread in the pit of thy soul." She looked up again, casting a glance over the stones once more. "Whilst thou mourn friends who are not lost, they wrote of their fears for thee to my sister, who showed their letters to me. That is why I came."

Twilight looked down again, over the weather-beaten stones in front of her. She still didn't want to talk about this, but Luna was likely to be as persistent as her friends, and she had one major advantage – she could be watching every time Twilight fell asleep, eventually working out the reason for her nightmares on her own. With a sigh of resignation, Twilight laid her cheek on her forelegs. "This is what awaits me," she said. "I'll be here, and my friends will be dead, because of what I have become." She blinked hard, squeezing tears from her eyes to fall down her muzzle. "Celestia sent me to Ponyville to make friends, and I did. I made the best friends any pony could ask for. They're all like family to me now. It's because of them that I'm a princess now. It's because of them I'm an alicorn." she shivered at the word, hating the implications of what she was. "And because of that, I'll go on living as each of them dies."

Luna turned to face Twilight as she spoke, her voice shaking. "It's not fair!" Twilight spat. "It's not fair that I made friends and I'll have to watch them get old and die while I go on living. And it won't just be them! Every pony I know will die. Every pony I ever will know is going to die. How am I supposed to go out and meet another pony when I'm going to be looking at their grave before I know it? What kind of way to live is that?" Twilight turned to bury her face against her forelegs again, sobbing loudly.

Luna watched, silently, as Twilight cried into her hooves, wanting to let Twilight's emotions rush over her first before trying to speak again. After a moment, she spoke softly. "It is never easy to lose a loved one," she said. "I myself had to come to terms with it upon my return to Equestria. After a thousand years in exile, almost every pony I ever knew was gone, as though in an instant, and I had not even the chance to spend the rest of their lives with them."

Twilight blinked away the last of her tears, looking up at Luna as she continued, "But, perhaps, there is a different way of looking at what may yet come." With that, Luna, turned, taking a few steps down the path she and Twilight had walked before. "Come, let me show you something," she said, looking over her shoulder sympathetically to Twilight.

Twilight had to take a few deep breaths to find the strength to lift herself onto her hooves again, but then slowly began to follow Luna down the bare dirt track. As they walked, Luna's horn glowed softly, and a fine but opaque mist began rising from the ground around them, first brushing at their hooves, but then lifting upwards and over them, cloaking them both from the world around them, until Twilight could see nothing but Luna herself, her hooves appearing to tread upon nothing at all.

Twilight couldn't be sure how far the two of them walked, or for how long, but before she knew it, the mist around them both began to fade. From beyond it came brilliant light, growing brighter as the mist retreated, until Twilight almost had to shield her eyes with her wing. She could feel warmth, the heat of a summer's day falling against her back, and smelled the fresh air of a floral meadow. Slowly, she blinked her eyes open, gradually getting accustomed to the brilliance of her surroundings. There were fields of grass, trees thick with green leaves, and the light whisper of a stream. At last she could make out a figure in the distance, instantly recognizing the kneeling form of Princess Celestia. She looked, content, at peace, even from a distance, even surrounded as she was by circles of white marble slabs standing upright from the ground around her.

Twilight gasped as she realized what she was looking at. Celestia knelt in the centre of hundreds upon hundreds of graves.

Twilight began to stammer, trying to get out words even as the sheer enormity of the scene in front of her when Luna answered her unspoken question. "We are in my sister's dream, Twilight Sparkle," she said. "I do not normally intrude upon any pony's dreams, much less Celestia's, but nightmares are different. When a pony has one, it means they are in distress, and it could be something as simple as their own personal anxieties or as serious as a threat to Equestria's security. In either case, it is my duty to give aid to my subjects." Softly, she breathed in, before continuing. "Celestia, however, asked that you should be brought here, and so I have. Come, let us look." she said, beginning to walk down the gentle grassy slope towards the stones.

Twilight couldn't bring her legs to move. "I shouldn't," she said. "It'd be like I was intruding on her while she was in pain." she said.

Luna looked back over her shoulder again. "Doth my sister look in pain to you?" she asked softly, without reproach. "This is one of her most peaceful recurring dreams. It is where she comes to be at peace with the past." she said. "Come," she said again.

Slowly, Twilight began to follow Luna through the rows of markers, not able to bring herself to look to the centre where Celestia knelt. She glanced at the stones, each bearing a name. Some she knew from the pages of magical tomes, some she had never heard of.

"My sister keeps the memories of all of the ponies who were dear to her here," Luna explained. "She reminisces here about the happy times spent with them. As you can see, she has also lost many close friends." Luna took a few more steps before stopping before two stones which, unlike the others, stood in front of graves that had been dug but laid empty. "But she did not shy away from offering you friendship, did she?" Luna asked.

Twilight blinked, looking down towards the grass, eyes darting this way and that as though trying to find a place where she could let them rest that wasn't the last mental resting place of a pony. "No..." she finally said, "She took me under her wing, helped me be who I am now."

Luna nodded. "She would not have wanted to miss watching you learn, and learning from thee in turn, even if she knew what lay ahead." With that, Luna nodded her head towards the two open graves.

Twilight didn't know what compelled her to walk forward, but slowly, she did so, until her eyes rested upon the stone of the first open grave. There, carved skilfully and decoratively into the brilliant white marble was a name she didn't recognize: _Sunset Shimmer._

Twilight pondered the name only a moment before walking to the next gravestone. Scanning the inscription, she gasped audibly as she read: _Princess Twilight Sparkle_.

Twilight stood, transfixed, staring at her own name etched into the eternal stone, reading it over and over again silently. She was so mesmerized she almost jumped as a softly feathered white wing wrapped around her. Twilight shivered as Celestia leaned down and gently nuzzled her cheek. "Every pony faces loss, sooner or later," Celestia said softly, "some more than others. But to hide yourself away doesn't help you avoid it, it just means that loss starts now, not later."

Twilight could feel her throat closing up as Celestia spoke again, "I will miss you, Twilight, but I would have missed far more had I never known you, and I don't want to miss anything."

Tears started streaming down Twilight's face. "I don't want to miss my friends, either, but how do you do it? How can you go through this over and over again?" she asked, gazing up at her teacher.

Celestia smiled softly. "In time, you see it for what it is, the completion of a cycle. Even for Luna and I, that time will come, but we don't take it for granted that it will always be there, and so we try to fill our lives with the moments we share with those close to us." She glanced at the open grave, then back to her student. "And you shouldn't take it for granted, either." she added.

"What do you mean?" Twilight asked, confused.

"My sister and I were born of the extraordinary magical forces that made us alicorns," Luna explained. "in a time of the convergence of matter and magic. However, thou were not. Though you appear as an alicorn now, the same forces are not at work within you."

Twilight blinked. "I don't understand." she said finally, "What are you saying?"

Celestia smiled, "She's saying, you should make many more happy memories with your friends, before you, too, grow old with them."

For the first time in days, Twilight felt a weight lift off her shoulders, her back, her lungs, her whole body and soul. "I... I'm not going to be left all alone?" she said, softly, as the realization dawned. "I'm not! I'm not going to be all alone!" she said more excitedly, turning and hugging Celestia tightly. "I'm not going to be alone forever!"

Twilight nuzzled the form she clutched in her hooves deeply. "I'm not going to be alone!" she muttered excitedly into her pillow. After a second, she blinked, fluttering her eyes open as she realized what she was cuddling was not another pony. Her room was bright, sunlight streaming in through the window even as it was only just beginning to rise above the distant hills. Turning to lie on her back, she took a deep breath. She felt light, refreshed, better than she had in days. She could have laid there longer, in near ecstasy, but she soon heard the front door of the library opening. Remembering that Spike had been gone when she awoke during the night, Twilight snapped herself back into the present, throwing off the blankets and rolling off the top of her bed, landing on her hooves. As she trotted cheerfully down the stairs, she called out "Spike? How about we go out for breakfast, my treat?", but then stopped short as she looked up at the bottom of the stairs.

There, standing in her library, was Spike, standing in front of all her other friends, each of them looking at her in wide-eyed anticipation and concern.

Twilight couldn't help herself. She rushed at her friends, practically at a gallop, trying to take them all into a hug at once, in her hooves or her wings, it didn't matter. And soon, it was futile anyway, as she felt herself surrounded by them all attempting to hold her between them all as well.

"Thank you, everyone," Twilight said, choking back tears of joy this time. "Thank you for not leaving me alone."

"You know we never would," Rainbow Dash piped up, trying to disguise a slight tremor in her own voice.

"Because we want you to be happy," Pinkie Pie added.

"And we all love you," said Fluttershy softly.

"You bet we do," said Applejack.

"For as long as we live," said Rarity.

Twilight sighed. "I know that now. And however long that is, I want to be there for as many happy memories as I can!" she said.

The other ponies started to look a little confused, but before any of them could ask what Twilight meant, Spike spoke up. "Good, because I wouldn't want anyone else as my Best Mare!"

"Spike!" gasped Rarity. "We weren't going to tell them yet, remember?"

"What?" asked everypony else in unison.

Spike winced, then giggled self-consciously. "Uhm, doesn't this count as a happy memory?" he asked nervously.

Rarity huffed, but Twilight smiled, hugging him again. Her horn glowed, and gently the others were drawn in close to her as well. "Yes, it does," she said, and soon, the others embraced her again as well.

**The End**

Reviews Appreciated

**Author's Notes: **Well, this took a lot longer to write than I expected, and finished just in time to probably be contradicted by the final episode, but it's how this story had always played out in my head, so here it is. Why let little things like canon get in the way of a good story, right? And I know I'm probably the thousandth brony to write a fic on the theme of Twilight becoming immortal, but I only became a fan of the show during season 4 and that's when the inspiration hit me. In any case, this is one of the longest fics I've ever written and I hope I've done the subject matter justice through my writing.


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